Exhibit 10.11.b
SEVERANCE AGREEMENT AND
RELEASE
This Severance Agreement and Release
(“Agreement”) is made between Stereotaxis, Inc.
(“Stereotaxis”), including its divisions, subsidiaries,
parent and affiliated corporations, their successors and assigns
(individually and collectively “Stereotaxis”) and Kevin
Shifrin (“Employee”).
WHEREAS, Stereotaxis and Employee
desire to terminate their employment relationship and settle all
legal rights and obligations resulting from Employee’s
employment with Stereotaxis.
NOW, THEREFORE, in consideration of
the foregoing and the mutual promises, representations and
undertakings of the parties set forth herein, the adequacy and
sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
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1.
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Separation Date . Employee’s employment with Stereotaxis
will terminate effective December 31, 2008.
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2.
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In
consideration for Employee’s execution of this Severance
Agreement and Release, Stereotaxis agrees as follows:
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(a)
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Severance . Employee will receive 26 weeks of base pay in
the amount of $5,192.31 per week as severance, for a total payment
of $135,000, less deductions required by law. Employee’s
severance will payable in accordance with Stereotaxis’ normal
payroll dates and will commence once the revocation period set
forth in paragraph 6(e) has elapsed without Employee revoking this
Release.
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(b)
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Additional Payment. Employee will receive an additional lump sum
payment in the amount of $100,000 to be paid on first the regularly
scheduled payroll date after this agreement has been executed and
the revocation period has passed.
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(c)
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Vacation . Employee will be paid $4,475.77, less deductions
required by law, as full and complete payment of all remaining
vacation hours and personal time earned but not used by
Employee’s Separation Date.
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(d)
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Insurance . Stereotaxis will permit Employee to exercise
Employee’s COBRA conversion privileges as provided by law,
effective January 1, 2009. Stereotaxis will pay the cost under
COBRA for continuing Employee’s group medical and dental
insurance from January 1, 2009 through July 2, 2009,
provided Employee’s regular monthly contribution is made by
deduction from the severance payment. Thereafter, Employee shall be
responsible to pay the cost to continue Employee’s group
medical insurance under COBRA.
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3.
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The parties agree that the
compensation and benefits described above provided Employee by
Stereotaxis represents additional compensation and benefits to
which Employee would
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not be entitled absent this
Agreement. The parties further agree that the compensation and
benefits described above constitute the total understanding of all
compensation and benefits payable by Stereotaxis to Employee with
regard to Employee’s employment by Stereotaxis and the
termination thereof, and that no other compensation, commissions,
bonuses, benefits or payments of any kind will be paid other than
the amounts set forth above.
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4.
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Employee hereby
waives and releases Stereotaxis, its subsidiaries, related, parent
and affiliated corporations and business entities, their successors
and assigns, and their past and present officers, directors,
shareholders, employees and agents (“the Released
Parties”) from any and all claims made, to be made, or which
might have been made of whatever nature, whether known or unknown,
since the beginning of time through the date of this Agreement,
including, but not limited to, any claim Employee may have under
any agreements which Employee may have with any of the Released
Parties, any claims that arose as a consequence of Employee’s
employment by Stereotaxis, or arising out of the termination of the
employment relationship, or arising out of any acts committed or
omitted during or after the existence of the employment
relationship through the date of this Agreement. Such release and
waiver of claims will include, but shall not be limited to, those
claims which were, could have been, or could be the subject of an
internal grievance or appeal procedure or an administrative or
judicial proceeding filed either by Employee or on Employee’s
behalf under any federal, state or local law or regulation, any
claim of discrimination under any state or federal statute,
regulation or ordinance including, but not limited to Titles 29 and
42 of the United States Code, Title VII of the Civil Rights Act of
1964, as amended, the Employee Retirement Income Security Act of
1974, as amended, the Civil Rights Act of 1991, the Americans with
Disabilities Act of 1990, the Civil Rights Act of 1866, the
Rehabilitation Act of 1973, as amended, the Family and Medical
Leave Act, the Older Worker Benefit Protection Act, the Missouri
Human Rights Act, City of St. Louis Ordinance 62710, any other
federal, state or local law, ordinance or regulation regarding
employment, discrimination in employment or termination of
employment, any claims for breach of contract, wrongful
termination, promissory
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